SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
CAMERON ASHLEY BUILDING PRODUCTS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
133290106
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(CUSIP Number)
Bradco Supply Corporation Barry Segal
13 Production Way c/o Bradco Supply Corporation
P.O. Box 67 13 Production Way
Avenel, New Jersey 07001 P.O. Box 67
Phone: (732) 382-3400 Avenel, New Jersey 07001
Phone: (732) 382-3400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with a copy to -
Stanley U. North, III, Esq.
Sills, Cummis, Radin, Tischman, Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
(973) 643-7000
February 8, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 133290106 SCHEDULE 13D Page 2 of 14 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bradco Supply Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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7 SOLE VOTING POWER
2,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 133290106 SCHEDULE 13D Page 3 of 14 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Segal
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
442,900
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 444,900
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.11%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 14
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Schedule 13D
Bradco Supply Corporation, a New Jersey corporation ("Bradco") and Barry
Segal, an individual ("Segal" and together with Bradco, collectively the
"Reporting Persons") hereby file the statement on Schedule 13D, (the "Schedule
13D"), with respect to their beneficial ownership of Common Stock of Cameron
Ashley Building Products, Inc. (the "Cameron" or the "Company").
Item 1. Security and Issuer
This statement relates to the Common Stock of Cameron Ashley Building
Products, Inc., a Georgia corporation (the "Company" or "Cameron"). The address
of the principal executive offices of Cameron are located at 11651 Plano Road,
Dallas, Texas 75238.
Item 2. Identity and Background
Information Regarding Bradco
(a) - (c) Bradco is a New Jersey corporation with its principal executive
offices at 13 Production Way, Avenel, New Jersey 07001. Bradco is principally
engaged in the business of selling and distributing building materials, products
and supplies. The following information with respect to each executive officer
and director of Bradco, each person controlling Bradco and each executive
officer and director of any corporation or other person ultimately in control of
Bradco is set forth in Schedule A hereto: (i) name, (ii) business address, (iii)
principal occupation or employment and the name of any corporation or other
organization in which such employment is conducted, together with the principal
business and address of such corporation or organization other than the
Reporting Persons.
(d) - (f) During the last five years, none of the Reporting Persons, or to
the best knowledge of the Reporting Persons, any of the persons listed on
Schedule A, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to such laws.
The citizenship of each of the individuals identified pursuant to
Paragraphs (a) through (c) is identified on Schedule A.
Information Regarding Barry Segal
(a) - (c) Barry Segal has a business address c/o Bradco Supply
Corporation, 13 Production way, Avenel, New Jersey 07001 and his present
principal occupation is that of Chief Executive Officer of Bradco at the address
immediately above which is in the business of selling and distributing building
materials, products and supplies.
(d) - (f) During the last five years, Mr. Segal has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.
Mr. Segal is a citizen of the United States of America.
Page 4 of 14
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Bradco has directly purchased approximately 2,000 shares of Cameron Common
Stock on the open market for the aggregate purchase price of approximately
$16,620. An itemized breakdown of the daily transactions from December 1, 1999
to February 8, 2000 is more fully set forth in Item 5 below. The source of funds
for the payment by Bradco for such Cameron Common Stock was with from its
working capital. Bradco did not purchase any of such Common stock with borrowed
funds.
Segal directly purchased approximately 442,900 shares of Cameron Common
Stock on the open market for the aggregate purchase price of approximately
$5,264,949. An itemized breakdown of the daily transactions from December 1,
1999 to February 8, 2000 is more fully set forth in Item 5 below. The source of
funds for the payment by Segal for such Cameron Common Stock was with borrowed
funds obtained from his broker on a margin basis. These borrowed funds are
secured by the securities held by such broker on Segal's behalf. In addition,
Bradco has agreed to provide Segal with an unsecured line of credit of up to $5
million for general purposes including the repayment of margin borrowings.
Item 4. Purpose of Transaction
The Reporting Persons believe that the current Cameron management buy-out
offer of $15.10 per share is inadequate and is well below the true market value
of this stock. In a transaction that would provide superior value to Cameron
shareholders, the Reporting Persons are seeking to purchase approximately 60% of
the outstanding shares of Cameron at $16.25/share, merge Bradco's existing
operations into Cameron and then with the help of Cameron management work to
grow the combined companies. Cameron shareholders who maintain their investment
in Cameron would be able to share in the future potential of the combined
companies. Further, by providing Cameron shareholders the option to continue to
hold the stock of the combined entity, Cameron shareholders could avoid a
taxable transaction or alternatively possibly derive capital gain tax benefits
for the appreciation in the value of their individual holdings.
The Reporting Persons are interested in pursuing the foregoing
transaction, preferably on an amicable basis, and Bradco has attempted to
initiate discussions with the Independent Committee of the Board of Directors of
Cameron to that effect. A recent letter indicating Bradco's interest in
exploring such a transaction is annexed hereto as Exhibit 1. No meaningful
discussions have yet occurred between the companies.
The Reporting Persons believe, based on initial discussions with Bradco's
primary lender, that such lender would be willing to consider providing
financing if such an amicable transaction can be accomplished.
Subject to all applicable legal requirements and the factors referred to
below, the Reporting Persons presently intend to purchase from time to time in
the open market or privately negotiated transactions additional shares of
Cameron Common Stock. In determining whether to purchase additional shares of
Cameron Common Stock, the Reporting Persons intend to consider various factors,
including Cameron's financial condition, business and prospects, other
developments concerning Cameron, the reaction of Cameron to the Reporting
Persons' ownership of shares of Common Stock, price levels of Cameron Common
Stock, other business opportunities available to the Reporting Persons, and
other general economic, monetary and stock market conditions. In addition,
depending upon, among other things, the matters referred to above, the Reporting
Persons may determine to dispose of all or a portion of their shares of Cameron
Common Stock.
Upon consummation of the transactions contemplated, the shares of Cameron
Common Stock would continue to be authorized to be traded on the New York Stock
Exchange, and the shares of Cameron Common Stock would continue to be registered
under the Securities Exchange Act of 1934.
Other than as indicated above, the Reporting Persons do not have any
present plans or proposals which relate to or would result in any of the
following (although the Reporting Persons reserve the right to develop such
plans or proposals): (i) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Cameron, or any of its
subsidiaries; (ii) a sale or transfer of a material amount of assets of Cameron
or any of its subsidiaries; (iii) any material change in the present
capitalization or dividend policy of Cameron; (iv) any other material change in
Cameron's business or corporate structure; (v) any other material changes in
Cameron's
Page 5 of 14
<PAGE>
charter or bylaws or other actions which may impede the acquisition of the
control of Cameron by any persons; (vi) causing a class of securities of Cameron
to be delisted from a national securities exchange or to cease to be authorized
to be quoted on an inter-dealer quotation system of a registered national
securities association; (vii) a class of equity securities of Cameron becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (viii) any actions similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Segal is the direct beneficial owner of 442,900 shares of Cameron
Common Stock, representing approximately 5.09% of the outstanding Cameron Common
Stock (based on the 8,705,367 shares of Cameron Common Stock reported to be
outstanding as of January 14, 2000 in Cameron's Annual Report on Form 10K for
the fiscal year ended October 31, 1999). In addition, by virtue of his position
as a majority shareholder of Bradco and Bradco's chief executive officer, Segal
may be deemed to be the indirect beneficial owner of the 2,000 shares of Cameron
Common Stock owned by Bradco, representing approximately .02% of the outstanding
Cameron Common Stock. Therefore, Segal may be deemed the beneficial owner of
444,900 shares of Cameron Common Stock representing approximately 5.11% of the
outstanding Cameron Common Stock.
(b) Segal has the sole power to vote or direct the vote and the sole power
to dispose of, or to direct the disposition of, the Cameron Common Stock owned
by him. Bradco has the sole power to vote or direct the vote and the sole power
to dispose of, or to direct the disposition of, the Cameron Common Stock owned
by it.
(c) Within the last 60 days Segal has effected the following purchase and
sales of Cameron Common Stock on the open market.
Transaction Quantity Date Unit Price
- ------------- ---------------- --------------- --------------
Bought 1,000 12/02/1999 $8
Bought 700 12/02/1999 $8.063
Bought 600 12/02/1999 $8.063
Bought 900 12/02/1999 $8.063
Bought 600 12/02/1999 $8.063
Bought 700 12/02/1999 $8.063
Bought 700 12/02/1999 $8.063
Bought 700 12/02/1999 $8.063
Bought 1,200 12/02/1999 $8.063
Bought 1,500 12/03/1999 $8
Bought 1,000 12/03/1999 $8.063
Bought 1,000 12/06/1999 $7.75
Bought 1,000 12/06/1999 $8.375
Bought 6,200 12/07/1999 $7.563
Sold (1,500) 12/08/1999 $8.25
Bought 400 12/10/1999 $7.813
Bought 3,000 12/10/1999 $8.063
Bought 4,000 12/10/1999 $8.063
Bought 4,000 12/10/1999 $8.063
Bought 3,000 12/10/1999 $8.188
Bought 3,000 12/10/1999 $8.188
Bought 2,000 12/10/1999 $8.25
Bought 2,000 12/10/1999 $8.125
Bought 2,000 12/13/1999 $8.063
Bought 4,000 12/13/1999 $8.125
Bought 2,000 12/13/1999 $8.062
Bought 2,000 12/13/1999 $8.062
Bought 2,000 12/13/1999 $8.187
Sold (2,000) 12/13/1999 $8.187
Sold (2,000) 12/13/1999 $8.25
Page 6 of 14
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Transaction Quantity Date Unit Price
- ------------- ---------------- --------------- --------------
Sold (2,000) 12/14/1999 $8.75
Sold (400) 12/15/1999 $9.063
Sold (1,000) 12/15/1999 $9.125
Sold (1,000) 12/15/1999 $9.188
Sold (1,000) 12/15/1999 $9.25
Sold (1,000) 12/15/1999 $9.062
Bought 2,000 12/16/1999 $8.813
Bought 2,000 12/16/1999 $8.750
Sold (2,000) 12/16/1999 $9.00
Bought 4,500 12/17/1999 $8.5
Bought 4,000 12/17/1999 $8.5
Bought 2,600 12/17/1999 $8.563
Bought 3,000 12/17/1999 $8.563
Bought 2,000 12/17/1999 $8.563
Bought 4,000 12/17/1999 $8.625
Bought 4,000 12/17/1999 $8.688
Bought 2,000 12/17/1999 $8.688
Sold (3,000) 12/17/1999 $8.875
Bought 100 12/20/1999 $8.563
Bought 4,000 12/20/1999 $8.563
Bought 1,000 12/20/1999 $8.563
Sold (2,000) 12/20/1999 $8.687
Sold (2,000) 12/20/1999 $8.75
Sold (1,000) 12/21/1999 $8.813
Sold (2,000) 12/21/1999 $8.875
Sold (2,000) 12/22/1999 $8.50
Bought 4,000 12/22/1999 $9.25
Bought 2,000 12/22/1999 $9.25
Bought 1,700 12/22/1999 $9.25
Bought 1,000 12/22/1999 $9.25
Bought 2,000 12/22/1999 $9.25
Bought 1,000 12/22/1999 $9.25
Bought 2,000 12/22/1999 $9.25
Sold (1,000) 12/23/1999 $8.875
Sold (1,000) 12/23/1999 $9.625
Sold (1,000) 12/23/1999 $9.625
Sold (1,000) 12/23/1999 $10
Sold (1,000) 12/23/1999 $10.063
Bought 3,000 12/29/1999 $11.313
Bought 1,000 12/29/1999 $11.313
Bought 3,000 12/29/1999 $11.313
Bought 1,800 01/06/2000 $11.125
Bought 3,000 01/06/2000 $11.188
Bought 2,000 01/06/2000 $11.25
Sold (2,000) 01/06/2000 $11.375
Bought 2,000 01/07/2000 $11.688
Bought 2,000 01/07/2000 $11.75
Bought 2,000 01/07/2000 $11.75
Bought 2,000 01/07/2000 $11.75
Bought 1,700 01/07/2000 $11.938
Bought 2,000 01/07/2000 $12
Bought 1,900 01/10/2000 $11.688
Bought 2,000 01/10/2000 $11.75
Bought 2,000 01/10/2000 $11.75
Bought 2,000 01/10/2000 $11.75
Page 7 of 14
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Transaction Quantity Date Unit Price
- ------------- ---------------- --------------- --------------
Bought 3,000 01/13/2000 $11.188
Bought 2,000 01/13/2000 $11.25
Sold (3,000) 01/13/2000 $11.25
Bought 3,000 01/14/2000 $11.188
Bought 2,000 01/14/2000 $11.625
Sold (2,000) 01/14/2000 $11.688
Sold (1,000) 01/14/2000 $11.938
Sold (2,000) 01/18/2000 $13.75
Sold (1,500) 01/18/2000 $13.813
Bought 2,000 01/18/2000 $13.875
Bought 2,000 01/18/2000 $13.875
Bought 2,000 01/19/2000 $13.813
Bought 2,000 01/19/2000 $13.875
Bought 3,000 01/19/2000 $13.938
Bought 3,000 01/19/2000 $13.938
Bought 4,000 01/20/2000 $13.875
Bought 3,000 01/20/2000 $13.875
Bought 3,000 01/20/2000 $13.875
Bought 2,000 01/20/2000 $13.875
Bought 4,000 01/20/2000 $13.875
Bought 3,000 01/20/2000 $13.875
Bought 2,000 01/20/2000 $13.875
Bought 2,000 01/20/2000 $13.938
Bought 2,000 01/20/2000 $13.938
Bought 4,000 01/21/2000 $13.625
Bought 2,000 01/21/2000 $13.688
Bought 2,000 01/21/2000 $13.875
Bought 4,000 01/21/2000 $13.875
Bought 2,500 01/21/2000 $13.875
Bought 3,000 01/24/2000 $13.75
Bought 3,000 01/24/2000 $13.75
Bought 3,000 01/24/2000 $13.75
Bought 3,000 01/24/2000 $13.75
Bought 3,000 01/24/2000 $13.75
Bought 3,000 01/24/2000 $13.75
Sold (1,000) 01/24/2000 $13.875
Bought 3,000 01/24/2000 $13,688
Bought 100 01/25/2000 $13.688
Bought 2,000 01/25/2000 $13.813
Bought 3,000 01/25/2000 $13.75
Bought 3,000 01/25/2000 $13.813
Bought 3,000 01/25/2000 $13.813
Bought 3,000 01/25/2000 $13.813
Bought 3,000 01/25/2000 $13.813
Sold (1,200) 01/25/2000 $13.875
Bought 200 01/26/2000 $13.813
Bought 2,000 01/26/2000 $13.875
Bought 2,000 01/26/2000 $13.875
Bought 2,000 01/26/2000 $13.875
Bought 3,000 01/26/2000 $13.875
Bought 3,000 01/26/2000 $13.875
Bought 2,000 01/26/2000 $13.875
Bought 2,000 01/26/2000 $13.875
Bought 3,000 01/27/2000 $13.813
Bought 3,000 01/27/2000 $13.875
Page 8 of 14
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Transaction Quantity Date Unit Price
- ------------- ---------------- --------------- --------------
Bought 3,000 01/27/2000 $13.875
Bought 3,000 01/27/2000 $13.875
Bought 3,000 01/27/2000 $13,875
Bought 4,000 01/28/2000 $13.813
Bought 3,000 01/28/2000 $13.813
Bought 3,000 01/28/2000 $13.875
Bought 3,000 01/28/2000 $13.875
Bought 3,000 01/28/2000 $13.875
Bought 1,700 01/31/2000 $13.75
Bought 400 01/31/2000 $13.813
Bought 2,000 01/31/2000 $13.813
Bought 200 02/01/2000 $13.75
Bought 3,000 02/01/2000 $13.875
Bought 3,000 02/01/2000 $13.875
Bought 3,000 02/01/2000 $13.875
Bought 3,000 02/01/2000 $13.875
Bought 4,000 02/02/2000 $13.875
Bought 3,000 02/02/2000 $13.875
Bought 3,000 02/02/2000 $13.875
Bought 3,000 02/02/2000 $13.875
Bought 3,000 02/02/2000 $13.875
Bought 3,000 02/02/2000 $13.875
Bought 3,000 02/02/2000 $13.875
Bought 4,000 02/02/2000 $13.875
Bought 3,000 02/02/2000 $13.875
Bought 3,000 02/02/2000 $13.875
Bought 3,000 02/02/2000 $13.875
Bought 3,000 02/03/2000 $13.875
Bought 3,000 02/03/2000 $13.875
Bought 3,000 02/03/2000 $13.875
Bought 3,000 02/03/2000 $14
Bought 3,000 02/03/2000 $14
Bought 3,000 02/03/2000 $14
Bought 3,000 02/03/2000 $14
Sold (3,000) 02/03/2000 $14.125
Bought 700 02/04/2000 $14.125
Bought 3,000 02/04/2000 $14.25
Bought 3,000 02/04/2000 $14.25
Bought 3,000 02/04/2000 $14.25
Bought 3,000 02/04/2000 $14.375
Bought 3,000 02/07/2000 $14.25
Bought 3,000 02/07/2000 $14.375
Bought 3,000 02/07/2000 $14.375
Bought 2,500 02/07/2000 $14,313
Bought 100 02/08/2000 $14.375
Bought 2,000 02/08/2000 $14.4
Bought 300 02/08/2000 $14.438
Bought 500 02/08/2000 $14.438
Bought 100 02/08/2000 $14.438
Bought 2,000 02/08/2000 $14.5
Bought 400 02/08/2000 $14.5
Bought 100 02/08/2000 $14.5
Bought 2,000 02/08/2000 $14.5
Bought 100 02/08/2000 $14.5
Bought 1,000 02/08/2000 $14.5
Page 9 of 14
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Transaction Quantity Date Unit Price
- ------------- ---------------- --------------- --------------
Bought 500 02/08/2000 $14.5
Bought 300 02/08/2000 $14.5
Bought 2,000 02/08/2000 $14.5
Bought 1,900 02/08/2000 $14.5
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None of the Reporting Persons (or other persons listed in Item 2 of the
Schedule 13D) have entered into any contracts, arrangements, understandings or
relationships (legal or otherwise) with such persons and any person with respect
to any securities of Cameron, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, naming the persons with whom such
contracts, arrangements, understandings or relationships have been entered into.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Statement
Exhibit B - Letter dated January 21, 2000 to the Special Committee of the
Board of Directors of the Company.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 9, 2000
BRADCO SUPPLY CORPORATION
By: /s/ Barry Segal
--------------------------
Name: Barry Segal
Title: Chief Executive Officer
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 9, 2000
By: /s/ Barry Segal
--------------------------
Name: Barry Segal
Page 10 of 14
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock of Cameron Ashley Building Products, Inc. and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned, being duly authorized,
hereby execute this Agreement as of this 9th day of February, 2000
BRADCO SUPPLY CORPORATION
By: /s/ Barry Segal
--------------------------
Name: Barry Segal
Title: Chief Executive Officer
By: /s/ Barry Segal
--------------------------
Name: Barry Segal
Page 11 of 14
<PAGE>
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF
BRADCO SUPPLY CORPORATION
The names of the Directors and the names and titles of the Executive
Officers of Bradco Supply Corporation and their business addresses and principal
occupations are set forth below. Unless otherwise indicated, each individual is
a U.S. citizen. If no address is given, the director's or officer's business
address is 13 Production Way, Avenel, New Jersey 07001. Unless otherwise
indicated, each occupation set forth below opposite and individual's name refers
to such individual's position with Bradco Supply Corporation.
Name, Title and Citizenship Principal Occupation and Business Address
- --------------------------- -----------------------------------------
Barry Segal Chief Executive Officer and Director
Bradley Segal Vice President and Director
Steven Feinberg Vice President, Treasurer and Director
Joe Stacey Controller
Michael L. Weinberger Secretary and General Counsel
John Morrison Vice President
Page 12 of 14
<PAGE>
Exhibit B to Schedule 13D
filed on behalf of
Bradco Supply Corporation
[Bradco Supply Corporation Letterhead]
January 21, 2000
VIA: FACSIMILE (404) 885-1840
The Special Committee of the Board of Directors of
Cameron Ashley Building Products, Inc.
c/o Lawrence P. Klamon, Esq.
2665 Dellwood Drive, N.W.
Atlanta, Georgia 30305-3519
Dear Mr. Klamon:
Just so you are aware, since the restrictions on my buying Cameron stock
expired in October, 1999 I have purchased over 250,000 shares of CAB and still
believe it is a good buy which may cause me to make further significant
purchases.
It would be interesting to know how long this stock buy back has been in
the works. When you analyzed the company it was obvious that management wasn't
buying its own stock, owned very little, and when exercising their options
rarely kept the stock.
It appears that the Board of Directors has been recast since 1997 as shown
below in an effort to possibly more easily permit approval of a deal as cheap as
the one just announced:
1997 Board
INSIDERS OUTSIDERS
-------- ---------
Richard L. Cravey Allen J. Keesler, Jr. (retired)
Ronald Ross J. Veronica Biggins
Edwin A. Wahlen, Jr. Stanley C. Weiss (retired)
Walter J. Muratori Donald S. Huml (resigned)
Harry K. Hornish
Don A. Rice (resigned)
Current Board
INSIDERS OUTSIDERS
-------- ---------
Walter J. Muratori Harry K. Hornish
Alan K. Swift J. Veronica Biggins
Ronald Ross Lawrence P. Klamon
Edwin A. Wahlen, Jr.
Richard L. Cravey
Page 13 of 14
<PAGE>
January 21, 2000
Page 2
As far as the fairness of the price, if you applied the same value of 7.9
EBITDA to Cameron as you did when you were buying Bradco the price should be
approximately $415,000,000, which would make the Cameron value about $26.00 per
share. Cameron was willing to pay Bradco twice book and Eagle Supply Group went
public at 2.84 times book and 8.2 times EBITDA. How can Cameron be sold at 1 x
book?
When Nations Bank became aware of the possibility of Cameron purchasing
Bradco, the stock moved from $15 to $17. Our deal price was $17 and the warrant
price was $19. When news of the deal came out, the stock went to the $20 area.
Since that time, I followed Cameron closely and could never understand the low
value at which the stock eventually traded. Take a look at the following
numbers:
CAMERON ASHLEY
CLOSING STOCK
REVENUE PRICE EPS MULT
------- ----- --- ----
1999 1,139.50 10.00 1.94 5.2
1998 899.20 11.25 1.61 7
1997 761.60 17.38 1.20 14.5
1996 604.70 13.63 1.28 10.7
88% -26.6% 51.6% -50.5%
Analysts were targeting the stock in the $17-$18 area (see attached).
Recently, there were rumors that CAB was talking to Allied, and more recently
there was a rumor of a stock buy back, to be followed by a spin off of Ashley
and a flip of the balance to Home Depot.
Ron Ross has bought enough companies to know that twice book is fair. How
can you let the shareholders take so much less? I would like to remind you on
June 22, 1998 the National Home Center had the following: "Cameron Ashley
currently trades on the NASDAQ National Market. On June 2, its stock price
closed at $16.75 per share. Company chairman and CEO Ron Ross has said he wants
to increase its value to $30 per share by the year 2002"...for whose benefit?
I also want you to know that we are seriously exploring financing in
anticipation of possibly making a competing higher offer for a controlling
interest in Cameron.
Very truly yours,
Barry Segal
cc: Mr. Richard Cravey (via Fax (404) 816-3258
Page 14 of 14
<PAGE>
Robinson-Humphrey Atlanta Financial Center
Focused on Growth(SM) 3333 Peachtree Road, N.E.
Atlanta, Georgia 30326
(404) 266-6000
A Subsidiary of Saloman Smith Barney Inc.
Member New York Stock Exchange Inc.
R. Douglas Moffat, CFA
Robert R. Walton, Jr., CFA
(404) 266-6151
June 16, 1999
CAMERON ASHLEY BUILDING PRODUCTS, INC.
- --------------------------------------------------------------------------------
NYSE-CAB (6/9/99): $ 10 5/8
52-Week Range $ 17 5/8-$ 8 3/4
Dividend-Yield: $0.00-Nil
Book Value/Share: $13.83
Estimated Five-Year EPS Growth: 15%
Return on Average Equity (1998): 13.7%
Shares Outstanding (Mil): 8.8 shrs
Estimated Float: 14%
Inst'l Holdings (% of Shrs. Outstanding): 73%
Market Value (Mil): $94
52-Week Avg. Daily Trading Vol. 17,500 shares
Industry Sector: Distribution - Building Products
DJIA 10690.29
S&P 500 1318.64
FORECAST
- ---------------------------------------------------
FYE 10/31 1998A 1999E 2000E
- ---------------------------------------------------
EPS $1.61 $1.92 $2.15
- ---------------------------------------------------
P/E Ratio 6.6X 5.5X 4.9X
- ---------------------------------------------------
RECOMMENDATION
- ---------------------------------------------------
SHORT-TERM LONG-TERM RISK RANKING
- ---------------------------------------------------
2 1 H
- ---------------------------------------------------
Risk: High
18-Month Price Target: $18
Technicals: 2/NR
- --------------------------------------------------------------------------------
RE"BUILDING" MOMENTUM
We have reinstated active research coverage on Dallas-based Cameron Ashley
Building Products, Inc. with a 2/1-H, Attractive Long-Term Buy recommendation.
After avoiding cyclical names in favor of high-flying technology issues,
investors appear willing to reconsider the merits of the group as the nation's
near-decade-long economic expansion continues without interruption. In addition
to benefiting from more favorable macro trends, CAB appears to have operating
strategies in place to support annual bottom-line growth of 15%-20% longer term.
As one of the nation's largest wholesale distributors of building products, the
company is well positioned, in our opinion, to reap the benefits of scale on
both sides of its supply chain. Indeed, we believe the potential synergies
available from better integration of its existing 167-branch network are only
beginning to materialize, offering significant opportunities to extend marketing
capabilities while expanding corporate margins. Chances to grow its geographic
footprint - both internally and through acquisitions - remain plentiful and we
believe CAB is capable of attaining the $2 billion mark for revenues within the
next three to five years. While current multiples do not, in our opinion,
reflect the long term value of the organization, cost overruns and delays
associated with an ongoing IT system roll-out cloud our outlook over the near
term. Nonetheless, as these distractions are resolved between now and the first
half of next year, we expect CAB to trade up to the $18 level within the next 12
to 18 months. This implies an enterprise value of six times estimated fiscal
1999 EBITDA and a relative P/E multiple around 35% of the S&P 500.
- --------------------------------------------------------------------------------
BASIC REPORT EQUITIES RESEARCH
- --------------------------------------------------------------------------------
<PAGE>
EXCERPT
FROM
ROBINSON HUMPHREY Basic Report - Equities Research
dated June 16, 1999
o STOCK EXTREMELY CHEAP VERSUS PEERS AND HISTORIC NORMS
Presently, shares of CAB trade at only 5.5 times estimated fiscal 1999 EPS
and 4.9 times our FY 2000 forecast. This compares to a peer group of other
high growth distributors at 13.3 and 11.2 times, respectively. Continuing
the comparison further, on an enterprise value to EBITDA multiple basis,
CAB also sells at a material discount to the group (5.6 times versus 7.8)
and at or near all-time lows on a price to sales and price to book. From
our perspective, uncertainties regarding the IT implementation clearly
merit some valuation discount, but present levels appear excessive given
(1) the company's leadership in growing geographic and product markets and
(2) upside margin potential through purchasing economies and efficiency
gains from technology investments.
Note: The Reporting Persons have not sought nor obtained the consent of either
the author or the publication for the use of this previous published
material.
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] SOUTHWEST SECURITIES RESEARCH REPORT
1201 ELM STREET, SUITE 3500, DALLAS, TEXAS 75270 - [ILLEGIBLE]
- --------------------------------------------------------------------------------
Cameron Ashley Building Products (CAB-NYSE)
Dallas, Texas
<TABLE>
<CAPTION>
Initiating Coverage
Brett Pope (214) 859-6676 March 24, 1999
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Recent Price $10 EPS (FY 10/31) FY88 FY99E FY00E
------------- ----- ----- -----
52-Week Price Range $8-$22 9/16 10 $0.07 $0.00 A
FY-98 Revenue $899.2 million 20 0.29 0.34
Market Capitalization $86.5 million 30 0.56 0.75
Institutional Ownership 76% 40 0.72 0.81
----- -----
Shares Outstanding 8.7 million YEAR $1.61 $1.91 $2.14
===== ===== =====
Float 7.4 million
Tangible Book Value/Share $6.83
Operating Cash Flow/Share $2.67 P/E 6.2x 5.2x 4.7x
Dividend/Yield Nil
Debt/Capital 57% Return on Equity 14% 15% 18%
Average Daily Volume 14.126
S&P 500 1262.14 Projected 3-Yr. EPS 10%
Growth
- --------------------------------------------------------------------------------------
</TABLE>
Recommendation BUY
Company Cameron Ashley is a national distributor of a broad line
Description of building products that are used principally in home
improvement, remodeling and repair work, and in new
residential and commercial construction.
Key Investment Points
o Cameron Ashley's national branch network should allow the company to
capitalize on economies of scale as well as position the company to gain
access to growth opportunities with mass merchants and homebuilders.
o We expect continued growth in spending for remodeling and repair work
based on the increasing size of the total housing stock, an aging housing
stock, and increased size of the average home.
o We believe Cameron Ashley represents a good investment for value investors
based on a current price-to-sales multiple of 0.09x and a multiple of 6.2x
1998 earnings. The company currently trades for 4.7x our estimated 1999
EBITDA. This compares to comparable valuations of 4.5x to 6x for smaller,
private distributors. We believe the company should be valued at the high
end of the range based on its larger size and higher margins.
o We are initiating coverage on Cameron Ashley with a BUY rating and a
12-month price target of $17 per share.
Note: The Reporting Persons have not sought nor obtained the consent of either
the author or the publication for the use of this previous published
material.
